Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity (Deficit)

v3.19.1
Stockholders' Equity (Deficit)
12 Months Ended
Dec. 31, 2018
Temporary Equity Disclosure [Abstract]  
Stockholders’ Equity (Deficit)

10. Stockholders’ Equity (Deficit)

Redeemable Convertible Preferred Stock

In May, June and July 2018, the Company raised an aggregate total of $85.4 million in funding through the sale and issuance of 319,305,718 shares of Series E redeemable convertible preferred stock at $0.2674 per share.

 

Redeemable convertible preferred stock, $0.001 par value, as of December 31, 2017 consisted of:

 

 

 

Shares

Authorized

 

 

Shares

Issued and

Outstanding

 

 

Original

Issue

Price Per

Share

 

 

Carrying

Value

 

 

Liquidation

Preference

 

 

 

(in thousands, except for share and per share amounts)

 

Series A

 

 

3,503,692

 

 

 

3,503,692

 

 

$

0.5900

 

 

$

1,992

 

 

$

2,067

 

Series B

 

 

24,515,966

 

 

 

24,345,936

 

 

 

0.8822

 

 

 

19,865

 

 

 

21,478

 

Series C

 

 

78,582,049

 

 

 

76,102,337

 

 

 

0.4797

 

 

 

38,035

 

 

 

36,506

 

Series C-2

 

 

8,338,892

 

 

 

8,338,892

 

 

 

0.5996

 

 

 

4,845

 

 

 

5,000

 

Series D

 

 

43,362,233

 

 

 

43,362,233

 

 

 

0.5996

 

 

 

25,900

 

 

 

26,000

 

Series D-2

 

 

18,779,561

 

 

 

18,097,331

 

 

 

0.6596

 

 

 

11,868

 

 

 

11,937

 

Balance at December 31, 2017

 

 

177,082,393

 

 

 

173,750,421

 

 

 

 

 

 

$

102,505

 

 

$

102,988

 

 

In connection with the completion of the Company’s IPO in October 2018, all outstanding shares of Series A, Series B, Series C, Series C-2, Series D, Series D-2 and Series E were converted into 16,028,462 shares of common stock. As such, no redeemable convertible preferred stock shares were outstanding as of December 31, 2018.

Warrants

During the period from 2008 to 2012, the Company issued various warrants for the purchase of redeemable convertible preferred stock in connection with debt financings and the issuance of redeemable convertible preferred stock.

In August 2017, the Company issued warrants to Oxford and SVB to purchase an aggregate of 682,230 shares of Series D-2 redeemable convertible preferred stock at an exercise price of $0.6596 per share in connection with the issuance of August 2017 Loan (see Note 7). If there was a subsequent convertible preferred stock or other senior equity securities financing with a per share price less than the Series D-2 redeemable convertible preferred per share price, then the warrant would automatically convert to a warrant to purchase such class of shares, based on the per share price of such equity. Given that the price per share of the Series E redeemable convertible preferred stock described above was less than the price per share of the Series D-2 redeemable convertible preferred stock, the 2017 Warrant converted into a warrant to purchase a total of 1,682,871 shares of Series E redeemable convertible preferred stock at an exercise price of $0.2674 per share. The warrant is exercisable from the original date of issuance and has a 10-year term.

The Company adjusted the warrant liability for changes in fair value until the completion of its IPO on October 1, 2018, at which time certain convertible preferred stock warrants were converted into warrants for the purchase of common stock and the related convertible preferred stock warrant liability was reclassified to additional paid-in capital and others expired.  On October 1, 2018, 1,232,220 shares of the Series C redeemable convertible preferred warrants were canceled, and the remaining 687,928 shares were converted to warrants to purchase common stock on a 1-for-0.0370 basis. All Series E redeemable convertible preferred warrants were converted to warrants to purchase common stock on a 1-for-0.0275 basis.

As of December 31, 2018 and 2017, the warrants related to redeemable convertible preferred stock outstanding and exercisable and their estimated fair value were as follows:

 

 

 

 

 

Exercise

Price

Per Share

 

 

Shares as of

December 31,

 

 

Estimated Fair

Value as of

December 31,

 

Stock

 

Expiration Date

 

2018

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(in thousands except for share and per share amounts)

 

Series B redeemable

   convertible preferred

 

June 2018

 

$

-

 

 

 

-

 

 

 

170,030

 

 

$

-

 

 

$

116

 

Series C redeemable

   convertible preferred

 

September 2018

 

 

-

 

 

 

-

 

 

 

2,479,712

 

 

 

-

 

 

 

1,263

 

Series D-2 redeemable

   convertible preferred

 

September 2018

 

 

-

 

 

 

-

 

 

 

682,230

 

 

 

-

 

 

 

329

 

Series E redeemable

   convertible preferred

 

September 2018

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Total

 

 

 

 

 

 

 

 

-

 

 

 

3,331,972

 

 

$

-

 

 

$

1,708

 

 

Upon the completion of IPO on October 1, 2018, a majority of the redeemable convertible preferred stock warrants were converted into 71,813 shares of common stock warrants and were no longer revalued to fair value. As of September 30, 2018 and years ended December 31, 2017 and 2016, the warrants were valued using the Option Pricing Method and were estimated using the following assumptions:

 

 

 

Nine months

Ended

 

 

Year Ended December 31,

 

 

 

September 30,

2018

 

 

2017

 

 

2016

 

Average expected life (in years)

 

3.1-8.8

 

 

 

2.5

 

 

 

2.5

 

Expected volatility

 

62.42%-71.21%

 

 

 

85.3

%

 

 

84.7

%

Risk-free interest rate

 

2.88%-3.40%

 

 

 

1.55

%

 

 

0.83

%

Expected dividend

 

 

-

 

 

 

-

 

 

 

-

 

 

 

Common Stock

Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders of the Company.

As of December 31, 2018, the Company had reserved common stock, on an if-converted basis, for issuance as follows:

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

Redeemable convertible preferred stock

 

 

-

 

 

 

5,063,404

 

Common stock options issued and outstanding

 

 

3,111,718

 

 

 

835,320

 

Common stock award issued and outstanding

 

 

311,240

 

 

 

-

 

Remaining shares reserved for issuance under 2004

   and 2018 Equity Incentive Plan

 

 

2,525,610

 

 

 

91,149

 

Shares reserved for issuance under 2018 Employee

   Stock Purchase Plan

 

 

230,000

 

 

 

-

 

Warrants to purchase redeemable convertible

   preferred stock

 

 

-

 

 

 

93,527

 

Warrant to purchase common stock

 

 

71,813

 

 

 

1,099

 

Total

 

 

6,250,381

 

 

 

6,084,499

 

 

Preferred Stock

 

Effective October 30, 2018, the Company had 10,000,000 shares of preferred stock authorized with a par value of $0.001. No shares of preferred stock were outstanding as of December 31, 2018.